(18) Subsequent Events

Reverse Stock Split

On September 10, 2026, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation authorizing the Board of Directors to effect a reverse stock split of the Company’s common stock at a ratio within a specified range, with the exact ratio to be determined by the Board of Directors. On the same date, the Board of Directors approved a reverse stock split at a ratio of one-for-thirty (the “Reverse Stock Split”). The Reverse Stock Split became effective on September 11, 2026 upon the filing and effectiveness of a Certificate of Amendment with the Secretary of State of the State of Delaware, and the Company’s common stock began trading on a split-adjusted basis on the NYSE American on September 14, 2026 under the existing trading symbol “OPTT” but under a new CUSIP number. As a result, every thirty shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders otherwise entitled to receive a fractional share received one whole share of common stock in lieu of the fractional share.

The Reverse Stock Split did not change the number of authorized shares of common stock or the par value of the common stock. Proportionate adjustments were made to the number of shares issuable upon the exercise, vesting or conversion of the Company’s outstanding stock options, restricted stock units, other equity awards, warrants and other convertible securities, including the convertible notes; the applicable exercise and conversion prices; and the number of shares authorized, reserved and available for issuance under the Company’s equity compensation plans. The Reverse Stock Split did not generate any proceeds for the Company. The Reverse Stock Split was intended, among other objectives, to increase the market price per share of the Company’s common stock, support compliance with applicable stock-exchange listing standards, improve the marketability of the common stock and enhance the Company’s ability to pursue financing and potential future exchange-listing opportunities. All common share and per-share amounts presented in these unaudited condensed consolidated financial statements and the related notes, including earnings per share and shares underlying outstanding equity awards, warrants and other convertible securities, including the convertible notes, have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split. The number of authorized shares and the par value per share have not been retrospectively adjusted because they were not affected by the Reverse Stock Split.

Pursuant to the terms of that certain Amended and Restated Section 382 Tax Benefits Preservation Plan, dated as of June 29, 2026 (the “Plan”), by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”), the Reverse Stock Split resulted in an automatic, mechanical, and proportional adjustment pursuant to Section 11(o) of the Plan to the purchase price of the preferred stock purchase rights (the “Rights”) associated with each outstanding share of Common Stock.

Effective as of the Effective Time, the initial purchase price of $2.25 per one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.001 per share (the “Preferred Stock”), was multiplied by the Reverse Stock Split ratio factor of one for thirty, resulting in an adjusted purchase price of $67.50 per one one-thousandth of a share of Preferred Stock, subject to further adjustment as provided in the Plan.

Pursuant to Section 11(o) of the Plan:

On September 11, 2026, in accordance with Section 12 of the Plan, the Company delivered to the Rights Agent the required notice setting forth the adjustments to the Purchase Price and the statement of facts and computations accounting for such adjustment. No formal text amendment to the Plan or its underlying exhibits was executed or required in connection therewith.

Chief Executive Officer Transition

On September 14, 2026, Dr. Philipp Stratmann resigned as President and Chief Executive Officer of the Company. The Board of Directors appointed Tracy Pagliara to serve as Acting Chief Executive Officer, effective September 14, 2026. Dr. Stratmann’s resignation was not the result of any disagreement with the Company concerning its operations, policies or practices. In connection with his departure, Dr. Stratmann will be entitled to receive six months of base salary and the balance of his agreed fiscal 2026 bonus. He also will receive continued Company health benefits through September 30, 2026. The resignation and related leadership transition did not result in an adjustment to the Company’s consolidated financial statements as of and for the three months ended July 31, 2026.